Wikimedia Foundation Board Governance Committee/Minutes 2016-07-08

July 8, 2016

Wikimedia Foundation Board Governance Committee Meeting

Location: Online (via Google Hangouts)
Committee members present: Nataliia Tymkiv (Committee Chair), Christophe Henner (Board Chair), Dariusz Jemielniak, Kelly Battles
Non-committee members present: Stephen LaPorte

Nataliia called the meeting to order at 9:00 AM PT. Stephen confirmed that all of the committee members were present. Nataliia welcomed everyone and reviewed the committee's agenda for the meeting.

Committee Annual Priorities

The committee discussed the following topics:

Appointing someone to the vacant appointed seat

The Board had previously discussed two potential profiles for the open appointed seat. The first profile was for an expert in global NGO leadership. The second profile was for an expert in technology and product. The committee discussed a preference for finding a Board member with global NGO expertise first. Dariusz and Nataliia will lead this project, in coordination with Katherine.

Starting the standing Elections Committee

The Governance Committee has already selected the initial members for the standing Election Committee. The next step is to announce the new members and ask the Election Committee to start preparing for the next election. Dariusz will be responsible for this task.

Governance review

The Governance Committee discussed the scope and price for getting external expert to look at governance questions. Kelly will lead this task.

Team building

Before the Board meeting in November, the Board should have a team building opportunity. Christophe will lead this project.

Other governance improvements

The Governance Committee will continue to look at the governance improvements, including the areas identified in April. Nataliia will lead this project.

Onboarding for new members

The Governance Committee discussed the onboarding process for new members of the Board of Trustees. Board members should have resources on the Wikimedia community and the role of a Board member. This process may include videos of recorded training sessions, as well as reading material. Nataliia and Stephen will lead this project.

Board transparency

The Governance Committee had discussions previously with staff on the Communications Team about simple ways to improve transparency. The Governance Committee will look into this task further following the other governance discussions. Nataliia will lead this project.

Updates to the Board Handbook

The Governance Committee will work with the legal team to update the Board Handbook, as needed, on a quarterly basis. Nataliia and Stephen will lead this project.

Advisory Board

The committee discussed the role of the Wikimedia Advisory Board. The committee plans to focus on other governance discussions first, before addressing the role of the Advisory Board. Dariusz will lead this project.

Board structure

The Governance Committee will plan to discuss the structure and composition of the Board, after they have had a chance to evaluate the Board's current governance needs.

Advisory Members on the Governance Committee

This year, the Governance Committee plans to select volunteers to serve as non-voting advisors on the committee, similar to the process in the Audit Committee. Adding people to the committee may help increase the diversity of governance experience on the committee. Nataliia will lead this task.

Liaison with the Election Committee

Pursuant to the Election Committee's Charter (November 2015), the Governance Committee is responsible for directing the appointment and responsibilities of the Election Committee. The committee discussed appointing Dariusz to serve as the initial liaison for the Election Committee. After a motion by Nataliia, seconded by Kelly, the decision was unanimously approved by the committee.

At 10:00 AM PT, the committee meeting concluded.